Brookfield Private Equity Fund LP 8-K

What Happened
Brookfield Private Equity Fund LP announced that on January 1, 2026 it sold unregistered limited partnership units for aggregate consideration of approximately $37,043,796. The number of units was finalized on February 6, 2026 after calculating the Fund’s Transactional NAV as of December 31, 2025. The sales were made through the Fund’s continuous private offering and were exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D.

Key Details

• Unit sales by class: Class S — 403,514 units for $10,162,500; Class I — 1,065,599 units for $26,856,296; Class B-2 — 991 units for $25,000. (Amounts rounded.)
• Purchasers: Class S and Class I units sold to third‑party investors (including via Brookfield Private Equity TE Feeder Fund LP for certain tax‑sensitive investors); Class B‑2 units sold to Brookfield, certain affiliates, related parties, employees and Fund personnel.
• BPE Program totals: On Jan 1, 2026 the broader BPE Program (inclusive of the Fund) issued interests for about $62,677,526; since Nov 1, 2025 through the 8‑K filing date, the BPE Program sold interests for roughly $188,399,297.
• Sale pricing and unit counts were finalized following the Transactional NAV calculation as of Dec 31, 2025 (finalized Feb 6, 2026).

Why It Matters
This 8‑K shows the Fund raising fresh capital through its continuous private offering, including allocations to third‑party investors and Brookfield‑related parties. For investors, the filing signals ongoing fundraising activity and capital inflows that could affect the Fund’s available capital for investments. The transactions were private and exempt from SEC registration, and final pricing reflected the Fund’s Transactional NAV as of year‑end 2025.